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Resolutions of Shareholders’ Meetings

DECISIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 7 June 2016

07.06.2016

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

Voting results:  decision is taken with the required majority of the votes.

2. Approval of Annual report for the year 2015

To approve the following Annual Reports for the year 2015 prepared by the Board of joint stock company «Grindeks» and revised by the Supervisory Council of joint stock company Grindeks.

1) Annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS).

To note the profit of the Group in the amount of 1 036 734 EUR in 2015 and to cover losses in 2015 of parent joint stock company Grindeks in the amount of 806 901 EUR from the undistributed profit from the previous years.

Voting results:  decision is taken with the required majority of the votes.

3. Election of the auditor and determination of the remuneration for the auditor

1) To elect Deloitte Audits Latvia Ltd (certificate number 43) as auditor of the Annual Reports of joint stock company Grindeks for the year 2016.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2016 in the amount of EUR 41 000 (forty one thousand euro), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2016.

Voting results:  decision is taken with the required majority of the votes.

4. Election of the Supervisory Council and determination of the remuneration for the Supervisory Council

1) In accordance with the Clause 296 Section 9 of Commercial law and with the statement of resignation from the position of Supervisory Council from the Supervisory Council member Uldis Osis dated on 12 January 2016 to recall: Janis Naglis, Kirovs Lipmans, Anna Lipmane un Arkadiy Vertkin from their positions of the members of joint stock company Grindeks Supervisory Council as of 7 June 2016.

Voting results:  decision is taken by the dividing of the votes.

2) To elect in positions of the member of joint stock company Grindeks Supervisory Council for the term three years, starting on 7 June 2016:

  1. Kirovs Lipmans;
  2. Anna Lipmane;
  3. Janis Naglis;
  4. Arkadiy Vertkin.

Voting results:  decision is taken by the dividing of the votes.

3) To determine the annual remuneration fund for the members of the Supervisory Council for the fulfilment of their duties in accordance with the approved Annual Budget of the joint stock company Grindeks and to authorize the Chairperson of the Supervisory Council to determine the distribution of the remuneration fund among the members of the Supervisory Council of joint stock company Grindeks.

Voting results:  decision is taken with the required majority of the votes.

Simultaneously, joint stock company Grindeks informs that in the meeting of the Supervisory Council on 7 June 2016 the Supervisory Council of joint stock company Grindeks repeatedly decided to elect Kirovs Lipmans as a Chairman of the Supervisory Council and Anna Lipmane as a Deputy Chairman of the Supervisory Council.

The information on elected Supervisory Council of joint stock company Grindeks as attached.

The Chairman of the Board of JSC Grindeks

Juris Bundulis

DRAFT RESOLUTIONS of Annual General Meeting of Shareholders of JSC Grindeks to be held on 7 June 2016

24.05.2016

Approved at the meeting of the Board of joint stock company Grindeks on 24 May 2016

and revised at the meeting of the Supervisory Council of joint stock company Grindeks on 24 May 2016

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

2. Approval of Annual report for the year 2015

To approve the following Annual Reports for the year 2015 prepared by the Board of joint stock company Grindeks and revised by the Supervisory Council of joint stock company Grindeks:

1) Annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS);

To note the profit of the Group in the amount of 1 036 734 EUR in 2015 and to cover losses in 2015 of parent joint stock company Grindeks in the amount of 806 901 EUR from the undistributed profit from the previous years.

3. Election of the auditor and determination of the remuneration for the auditor

1) To elect Deloitte Audits Latvia Ltd. (certificate number 43) as auditor of the Annual Reports of joint stock company Grindeks for the year 2016.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2016 in the amount of EUR 41 000 (forty one thousand euros), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2016.

4. Election of the Supervisory Council and determination of the remuneration for the Supervisory Council*

1) In accordance with the Clause 296 Section 9 of Commercial law and with the statement of resignation from the position of Supervisory Council from the Supervisory Council member Uldis Osis dated on 12 January 2016 to recall: Janis Naglis, Kirovs Lipmans, Anna Lipmane un Arkadiy Vertkin from their positions of the members of joint stock company Grindeks Supervisory Council as of 7 June 2016.

2) To elect in positions of the member of joint stock company Grindeks Supervisory Council for the term three years, starting on 7 June 2016:

1. _________________;

2. _________________;

3._________________;

4. _________________;

5. _________________.

3) To determine the annual remuneration fund for the members of the Supervisory Council for the fulfilment of their duties in accordance with the approved Annual Budget of the joint stock company Grindeks and to authorize the Chairperson of the Supervisory Council to determine the distribution of the remuneration fund among the members of the Supervisory Council of joint stock company Grindeks.

* The candidates of the Supervisory Council of JSC Grindeks will be nominated and the annual remuneration fund for the members of the Supervisory Council will be determinated at the Annual General Meeting of Shareholders.

Riga, 24 May 2016

On behalf of the Board of joint stock company Grindeks,

Chairman of the Board J.Bundulis

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company Grindeks to be held on 12 June 2015

12.06.2015

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn Auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

Voting results:  decision is taken with the required majority of votes.

 

 2. Approval of Annual report for the year 2014

To approve the following Annual Reports for the year 2014 prepared by the Board of joint stock company Grindeks and revised by the Supervisory Council of joint stock company Grindeks:

1) Annual Report for the year 2014 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2014 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS).

3) To cover loses of joint stock company Grindeks in the amount of 2 540 171 EUR from the undistributed profit from the previous years.

Voting results:  decision is taken with the required majority of votes.

 

 3. Election of the auditor for the year 2015 and determination of the remuneration for the auditor

1) To elect SIA “BDOLatvia” (certificate number 176) as auditor of the Annual Reports of joint stock company Grindeks for the year 2015.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2015 in the amount of EUR 29 000 (twenty nine thousand euros), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2015.

Voting results:  decision is taken with the required majority of votes.

 

4. Denomination of the nominal value from lats to euro and Amendments to the Articles of Association

1) To perform denomination of the joint stock company Grindeks  9 585 000 (nine million five hundred eighty five thousand) shares with nominal value of the each share 1,00 LVL (one Latvian lat zero santims) from Latvian lats to euro, determining that after the denomination the share capital consists of 9 585 000 (nine million five hundred eighty five thousand) shares with nominal value of the each share 1,40 EUR (one euro forty cents) with total value of the share capital 13 419 000,00 EUR (thirteen million four hundred nineteen thousand euro zero cents).

2) The positive difference arising from the joint stock company Grindeks shares denomination from Latvian lats to euro in the amount of 219 226,30 EUR (two hundred nineteen thousand two hundred twenty six euro and thirty cents) to transfer into the joint stock company Grindeks reserves.

3) To determine that the denomination should be carried out as of the July 15, 2015 (end of the day).

4) To amend the Articles of Association  – to express Clause 4.1  in the new wording:

“4.1. The Company’s share capital is 13 419 000,- EUR (thirteen million four hundred nineteen thousand euro zero cents). The Company’s share capital consists of 9 585 000 (nine million five hundred eighty five thousand) shares. The nominal value of the each share is 1,40 EUR (one euro forty cents).

5) To amend the Articles of Association  – to express Clause 6.2. (14)  in the new wording:

“14) sponsorship and donations which amount exceed 3 000,- EUR (three thousand euro)”.

Voting results:  decision is taken with the required majority of votes.

 

The Management Board of Joint Stock Company Grindeks

Notification on convocation of joint stock company Grindeks Annual General Meeting of shareholders and DRAFT RESOLUTIONS

11.05.2015

The Management Board of joint stock company Grindeks (registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057) calls up and announces that Annual General Meeting of Shareholders of joint stock company Grindeks will take place on 12 June 2015 at 11 a.m. at premises of joint stock company Grindeks, 53 Krustpils street, Riga, Latvia.

Agenda:

  • Reports of the Management Board, the Supervisory Council, the Audit Committee and statement of the Sworn auditor.
  • Approval of the Annual report for the year 2014.
  • Election of the auditor for the audit of the year 2015 and determination of the remuneration for the auditor.
  • Denomination of the nominal value from lats to euro and Amendments to the Articles of Association.

Shareholder Registration will be open from 10.30 a.m. till 11.00 a.m. on the day of meeting – 12 June 2015 – at the venue of the meeting.

The record date for participation at the annual shareholders’ meeting of joint stock company Grindeks is 4 June 2015. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of joint stock company Grindeks to be held on 12 June 2015.

Shareholders have rights to participate in the meeting in person or by mediation of their legal representatives or authorised persons:

  • upon registration, shareholders shall present a passport or other personal identification document.
  • upon registration, representatives and authorised persons of shareholders shall present a passport or other personal identification document, and shall submit written power of attorney of the represented shareholder (form of a written power of attorney is also available on website of joint stock company Grindeks – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “NASDAQ OMX Riga” – www.nasdaqomxbaltic.com), or legal representatives shall present a document certifying the authorisation.

The shareholders who represent at least 1/20 of the company’s share capital, have rights within 7 days after the publication of the notification to require the institution which convenes the shareholders meeting, to include additional items in the agenda of the meeting. The shareholders, who propose to include additional issues on the agenda of the shareholders meeting, are obliged to submit the draft resolution on the issues that are proposed by them for inclusion in the agenda, or explanation on the issues where no resolution is planned to be adopted to the institution which convenes the shareholders meeting. The shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting within 7 days after the notification about convocation of shareholders’ meeting is released. Shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting during the meeting, if all the draft resolutions that have been submitted to the shareholders’ meeting are reviewed and rejected. If a shareholder submits a written requisition to the Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management Board is obliged to provide information to the shareholders’ meeting about the company’s economic situation to such an extent that is necessary to objectively review and adopt a resolution on the respective issue on the agenda.

The Annual report and other draft decisions as well as additional information on the agenda are available upon a request of shareholders of joint stock company Grindeks starting from 29 May 2015 till 11 June 2015 at premises of joint stock company Grindeks, 53 Krustpils street, Riga, Latvia, contact person Ms. Sigita Skudra, the assistant of the Chairman of the Management Board, on all business days from 09.00 a.m. till 16.00 p.m. and at the Registration on the meeting day.

Information on the shareholders’ meeting and shareholders rights is also available on website of joint stock company Grindeks – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “NASDAQ OMX Riga” – www.nasdaqomxbaltic.com.

The total amount of shares and total amount of the shares with voting rights of joint stock company Grindeks is 9 585 000.

Please see enclosed the draft resolutions of Annual General Meeting of Shareholders of joint stock company Grindeks to be held on 12 June 2015, and draft of the Amendments to the Articles of Association (approved at the meeting of the Management Board of joint stock company Grindeks on 28 April 2015 and revised at the meeting of the Supervisory Council of joint stock company Grindeks on 28 April 2015).

The Management Board of joint stock company Grindeks

Grindeks draft resolutions 2015

Grindeks power of attorney